Guiding Max Black
by Be Obscene
Summary: Caroline Channing is a young guidance councillor starting her first job and she has to deal with some of the toughest students the school has to offer. Including the rebellious Max Black. AU. Femslash, sexual situations and language!
1. Chapter 1

**My first 2 Broke Girls fanfic! I've wanted to start one for a while. Let me know what you guys think!**

"Are you excited to be starting at our school, Miss Channing?"

"Very excited!", Caroline had a stretched smile across her face as they walked down the hallway to her office.

"Now, there are some very well behaved kids, but for every good student there are at least a couple trouble makers."

"Well, I've been taught well to deal with the troublemakers. I don't think there's anything I can't handle." A water balloon came hurling at the blonde's face almost at the exact time she finished that statement. Neither Miss Channing or knew where it came from.

"I'm terribly sorry about that! But like I said, a few troublemakers", he said while trying to find anything in his pockets to help dry her off with.

"Oh, no, I'll be fine. I just hope that was water."

He showed her to her office, "Before I show you, just so you know, this will only be temporary. Once we clear space you'll have a normal sized office", he opened the door, revealing a small closet space with a desk and chair that barely fit in it.

"Oh, this should be fine. It's cute. Was this the janitor's closet?"

"Well, no, the janitor's closet is a little bigger than this, I think it was just a regular closet before your arrival."

"Well, okay then!", she wasn't sure how she would even be able to fit two people in there.

"The secretary will have the rest of the files for you shortly, then you can get started."

"Great, thank you, !" She was overly ecstatic about starting her job as a guidance councillor, some of her friends didn't really understand why she wanted to do something like that. She did consider being a teacher but thought it might be better steering some youth in the right direction, a lot of kids didn't have any good role models; she heard a lot about this high school, she was told to be careful by her friend Kerry and take some mace with her, she mentioned a close friend of hers could hook her up with a gun but Caroline declined.

Some time passed and just as she was getting settled a student walked by her open door, she did a double take, noticing how the student was dressed. She leaped out of her seat and went after her down the hallway, "Excuse, me!", she called after them. The student turned around, she was a pale student with dark, almost raven like hair with a lot of mascara. She was wearing what little there was, a tight white blouse with quite of the few top buttons undone revealing some very impressive cleavage for a girl of her age; Caroline couldn't get over how high above the knee her plaid skirt was. "Yeah, what?", the sultry student asked bluntly.

Caroline folded her arms, "Did your parents see you leave the house this morning?"

"Uh, yeah", she said with some attitude.

"You mean to tell me they let you dress so…so provocatively for school?"

"I wore all of this under my school clothes, dummy!"

"You better watch yourself, young lady or you'll get detention for your wardrobe and your mouth!"

"I get that every week, blondie, you've got nothing to threaten me with!" Caroline couldn't believe this girl, she was being so difficult, now she understood what meant by serious troublemakers. "Who are you any way? You can't be the fashion teacher, that's for damn sure!"

"Oh, like you're one to talk!", Caroline found herself fighting with a student, it was if she was a teenager in high school all over again; if she didn't end this quickly things could escalate into a cat fight.

"What the fuck did you just say to me?!", Caroline froze, she had the sneaking suspicion this girl was packing a switch blade. Luckily they were both interrupted by .

"That's enough, Miss Black!", he grabbed one of her shoulders and held the mouthy brunette back. "I see you had the pleasure of meeting Max, Miss Channing. I expect you two will be seeing a lot of each other."

"What are you talking about?", Max looked up at him super pissed.

"Miss Black, why don't you go cover yourself up?", he tried and failed to look away from her open top. Max walked away, cursing under her breath. "I'm sorry about her, she's one of our bad eggs. Some teachers thought they could get through to her but there hasn't been any change. It looks like she won't be graduating this year."

"She does't carry any weapons does she?"

"Not that I know of. But she did almost bite a kid's ear off at another school before she was sent here."

"Do I have a file on her?"

"You have three. If you have any other problems with her be sure to come to me. She's on a thin rope, one more strike and she's at risk of being expelled."

Caroline wasn't sure why but she felt a little bad for her, a kid like Max acting out meant she had no guidance and she might be her only hope. But could she really change Max Black? She had her work cut out for her.

**Please review! I will add more!**


	2. Chapter 2

**Caroline tries to get through to Max. Please review!**

Caroline looked at Max from her side of the desk, she had her head rested in her hand, "Come on, Max. There's got to be something you want to do after High School!"

Max groaned, "You're just wasting your time, lady, everyone already tried this with me."

"Please call me Miss Channing."

"How did you even get this job?"

"Well, I had to take 4 years of college…"

"No I mean here, why would you pick this school?"

"Well I didn't exactly pick this school, Max. But I was inspired by what I heard like the students that needed help like yourself."

"What you think you can clean up this school? No offence, Miss Channing but I think you're delusional."

Caroline really tried not to let Max get to her, "Max, you clearly like bands", she said referring to the ACDC logo on her black shirt.

"I'm in a band."

"So, maybe you could do something with that. There are music programs you can take."

"Do I look like someone who would even go to college?", she sighed loudly.

"Community college?" Caroline smiled. Max rolled her eyes, "Please stay with me Max, I know you've had trouble in the past but I believe you can do anything if you put your mind to it."

"You don't really believe that."

"Sure I do."

"Everything about you is so fake."

This struck a cord with Caroline, "Excuse me?"

"I can see right through you, you don't want to be here as much as I do."

"That's not true. I believe any student, no matter how big of a wall they try to surround themselves with. No matter what their up bringing they can do anything as long as they stick with it."

"You're brainwashed, Miss Channing. Not everyone can do that."

"It's true, not everyone does but I see something in you that tells me you can make it."

Max didn't say anything for a moment, for once Caroline thought she was making a break through, "Nah, that's crazy."

"Max can I ask you something?"

"Do I really have a choice?"

"If you hate school so much why are you still here? I mean, you're 18, nothing is stopping you from dropping out if you really want to."

"My mom will cut me off if I don't stay in, I don't have any cash. Unless I start stripping or waiting tables."

"No, terrible career move. Ok, so you have a deal with your mother. So the whole band thing doesn't really pay."

"Not yet. It could."

"Are you any good?"

Max looked offended, her eyes got big like she wanted to kill her, "We're awesome!"

"Oh, really?", Caroline folded her arms.

"Yes, you want proof?"

Caroline nodded, Max handed her a cassette tape, Caroline looked it over, "Oh, a cassette tape."

"Yeah, so?", Max again gave her that look.

"Nothing, just thought everyone made the switch over to CDs."

"Hey, if you don't want to listen to it…", she was about to snatch the tape back, but Caroline held it close to her chest.

"No, I'll listen to it", she looked down at her watch, "Maybe later. Can I borrow it?"

"You can keep it. Don't think that makes us friends or anything."

"Okay, you better get to your locker before your next class." Max quickly got up and was out the door. Caroline looked over the cassette tape one more time before putting it in her purse. The tape was written in red ink, it said: "Acid Punk." Caroline had a feeling she wouldn't like it but she would give it a listen any way to see if Max actually had a future in it.

It was the end of the day and she was getting ready to pack up when she heard yelling outside in the hallway, _"Max!", _she thought and sprang to the door. Outside, Max was arguing with a teacher, Miss Cromwell, an older shapely woman; she more than likely had run ins with Max before. "What's going on here?", asked Caroline, stepping in.

"It appears, Miss Black was drinking this but she claims she found it", Miss Cromwell held a silver flask in her hand.

"It's not mine, I swear!", Max said, looking innocent. Caroline wasn't sure why but she wanted to believe her, even though it probably wasn't true.

"Miss Cromwell, Max is telling the truth." Both Miss Cromwell and Max had the exact same same expression. Miss Cromwell was thinking, _"There's no way you're buying this bullshit!", _while Max was thinking, _"Seriously? She's buying my bullshit?" _Caroline seized the flask, "Max told me about seeing a flask on campus, she was obviously going to show this to me to discard of it."

Miss Cromwell was surprised to see any adult sticking up for this girl, was she crazy? "Is that true, Max?"

"Uh, yeah, exactly what she said." Caroline stood close to Max.

"I'm keeping my eye on both of you" she said before walking away.

"Wow, Miss Channing."

"Look. I know this is yours and you won't be so lucky next time."

"Does this mean you'll buy me beer?"

"No! Absolutely not!"

"For a second there I thought you actually believed me."

"Yeah, well, you are a little convincing."

"You're alright, Miss Channing, I'll let my friends know about you."

"No, Max, I don't want you saying anything to anyone!" Max was already down the hallway. Caroline got into her car and decided to put the cassette tape into her unused player. The music, if it could be called that sounded like the tape was being eaten, it was so loud and scratchy and almost vomit endusing. She heard vocals, one that sounded like back up was Max screaming something that was completely incomprehensible. "Okay, that's enough for today", she said ejecting the tape. No more Max Black today.

**More to come!**


	3. Chapter 3

**Caroline sees a very different side of Max, new feelings emerge. I will be continuing my Zombieland fnfic, Forbidden some time this week, for those that are interested. Please review!**

Caroline was wiped out, she showered and went to bed early. She still couldn't believe she lied to one of the teachers, but she didn't want to see Max get in any trouble. She didn't want to see her get kicked out of school and end up dirt poor. She had a strange dream involving Max in a classroom, it was raining hard outside and for some strange reason there was a fireplace at the end of the room. "Come sit by the fire" said a woman's voice. A girl was sitting on the floor, she was wearing a red robe, her back was turned to her. Caroline walked up to her, she had a feeling she knew who it was. The girl turned to her, it was Max with much straighter hair.

"Max, what are you doing here?"

"The same reason you are" She stood up, smiled and untied her robe as Caroline looked on. She opened her robe and Caroline woke up. Her alarm was going off like an explosion next to her. She was feeling drenched in sweat and sick to her stomach; she had just dreamt about a student in a very inappropriate situation. She had no idea what it meant and had no time to psycho-analyze herself, she had to get ready for work. She did her hair and makeup, trying to keep the dream of Max out of her head. She was stuck in traffic, she really didn't want to be late, at least not in her first week on the job. Images of Max in that robe in front of the fire replayed in her head, she couldn't get over how adult she looked and how beautiful. A truck honked behind her, traffic had finely thinned out.

She made it into the school five minutes late, still feeling guilty about her dream. She opened up her office and turned on the light. "Whoa, somebody's late!", said Max, scaring Caroline; she jumped a little and put a hand to her chest. "Dammit, how did you get in here?"

"Your door was unlocked, probably all night. Where did you put my flask?", Max said as she rooted through the desk, papers were every where.

"I poured all of your booze down the drain!", she took the empty flask out of her purse.

"Miss Channing!"

"Look. I want you to stay out of trouble, okay?", she put the flask back in her purse, "So I'm going to hold on to this."

Max folded her arms, "You're taking away the one thing that gets me through the day, I thought we were friends."

"You said you didn't want me to be your friend."

"Well, if you buy me a colt 45 you'll be my BFF."

"We are talking about the liquor, right?"

Max rolled her eyes, "I've got connections for that sort of thing…not that I would ever use it…unless of course someone got in my way."

"Max, you should be in class right now and you're tearing my office apart."

"I know, sorry, but you should really get a file cabinet." She bent down to pick up some of the files that covered the small tiled floor, right in front of Caroline. Caroline was mesmerized by the big booty that stuck up at her, she tried her best to turn away but couldn't help it, that ass in those tight black shorts made her think, _"Yum!" _She had no idea what was coming over her. Max turned around to face her, jokingly saying, "Were you checking out my ass?"

Caroline realized she was back to reality, "Um, what?! No, Max, that is very inappropriate!"

"God, I'm just messing with you, Miss Channing, don't be so uptight!"

"Max, I have to see other students today so please go be someone else's problem!" Max groaned and walked off, Caroline caught herself checking out her ass again, "Dammit!" poked his head inside.

"Is everything alright, Miss Channing?"

"Yes, ."

"Was Max giving you a hard time?"

"I don't know what to do, I just think I can get through to that girl."

"Maybe you should concentrate on the other students and let me deal with her."

"You're probably right about that sir."

_"I have to get that girl out of my head before she drives me insane!"_

That night, she fell into a deep sleep. She was in a familiar place, it was raining hard outside, the out of place fireplace and Max; only this time things were a little different. "This again, huh?"

"I've been waiting for you", said Max in a romantic tone.

"I bet you have", Caroline looked at her uneasy. Max started to untie her robe just like before only this time Caroline objected. "I am in control of my own dream. I am in control and right now I want you to keep your robe on."

"Is there anything else you want me to do, Miss Channing?"

She really did like the way she said her name. She noticed a comfortable looking chair behind her, "Let's sit shall we?" Caroline say on the chair with Max in her lap.

"Ooh, this is nice…", the two of them looked into each other's eyes.

"I know this is just a dream but you are such a beautiful girl."

"Not as much as you."

"I've…I've never kissed a girl before…not in real life or my dreams…I never really got the whole intrigue until now."

"You talk too much."

Caroline laughed, "You're right. I should just go with it…" She leaned in to kiss Max's soft, puffy red lips. Her alarm went off, some how sounding even louder than the previous morning. "Fuck!", she said, holding tightly on to her pillow, she just couldn't catch a break.

**More to come!**


	4. Chapter 4

**Caroline attempts to have a life outside of work and Max Black.**

Caroline couldn't believe what she was thinking, Max was taking over her dreams and it seemed so wrong, sure she was 18 going on 19 in a few months but she was still a student at the school she was working. She hadn't been on a date in several months, she was taking a long break from any kind of social life, maybe it was time to meet someone. She half expected to find Max rooting through her desk again, thankfully she wasn't; that ghetto booty still haunted her. "Excuse me!", she turned around just as she was unlocking her door. It was a young man, late 20s, unshaven but very good looking; he had turquoise eyes, Caroline found herself lost in them.

"Yes, can I help you?"

"Maybe you can, see I'm a bit lost." He pulled out a schedule sheet and a room number, "I'm looking for 2107, I'm subbing the class."

"Oh, that's American history! It's just down by the cafeteria, second hall from the gym."

"Cafeteria?"

"You know, I can help you find it, mister..."

"Smith, David Smith." He shook her hand awkwardly.

"Caroline, Caroline Channing."

He read the writing on the door behind her, "Oh, you're the guidance councillor, excellent!"

"Yeah, I just started this week."

"I guess we'll be seeing a lot of each other around here then."

"Oh, will you be substituting long?"

"Well, I'm only subbing for two weeks. After that I will be taking over the English class." They walked and talked for what seemed like a short time but by the time they got to the room it was nearly half past the hour. "Wow, I didn't realize how long we were talking."

"I'm sorry, I didn't mean to make you late."

"That's fine, Caroline", he was about to enter the room but turned back to her, "Would you like to join me for coffee later?"

"Coffee? Sure, I would love to."

"Excellent. I'll come looking for you." Caroline waved as he closed the door.

"I'll come looking for you?", Max repeated; she was standing behind Caroline, looking smugly.

"Max, get to class!", Caroline snapped. Max put up her hands and backed away. Caroline scoffed and trotted back to her room. She couldn't believe her luck, she met a nice guy and would be seeing him for coffee, it couldn't have come at a better time. School was just letting out, David came knocking at her door, of course she was anticipating this all day. They went to a small coffee shop in town that made some really good cups of cappuccino. They made small talk, she found learned a lot about his schooling and family life but for whatever reason she still couldn't keep her mind off that mean, troubled teenage girl.

**Sorry, about the short chapter, next one will be a little longer and steamier!**


	5. Chapter 5

**Things get a ****little interesting ;)**

Things went well with David Smith outside of school, he invited her to a party that was happening that weekend. She hadn't been out in ages, sure she was nervous but the chance to hangout with her peers was something she needed. She still had Max in the back of her mind; was she bisexual? She couldn't recall ever fantasizing about a woman of any age, she didn't despise anyone that did she just thought it wasn't her cup of tea.

Friday was a big relief, she was finishing up when Max came to greet her, "So what happened with the new hipster douche?"

"Pardon me?"

"You know, your lover boy."

"Not that it's any of your business, Max but it went very well."

"Are you going to see him again?"

"Max, don't you have some place to be?"

"No not really."

"Could you maybe go pester someone else?"

"But it's not as fun as it is with you." Caroline rolled her eyes, "I'll go if you promise to buy me beer."

"No!"

"But I told my friends you were cool."

"Stop telling your friends I'll buy you beer! That is not okay!"

"You suck!", she turned and left, Caroline wasn't tempted to stare at her ass this time, she was pissing her off too much. The party began to take up a lot of her time once she got home, she had no idea what to wear, she would have to do a montage in front of her mirror. Saturday night at 9 was when it was starting, she didn't want to dress too flashy or anything but didn't want to look like she just came off the street.

Meanwhile, Max Black had plans of her own, she thought she would be going on a date with a deadbeat named Cooper who had his own band and could make fake IDs. Saturday night she was promised a date, meet him before his gig. She strolled down one of the most dangerous parts of downtown, right next to a park, the perfect place for someone to get stabbed after midnight. Some cars slowed down as she walked the street, one driver asked how much she charged and didn't sound like he was kidding. She just rolled her eyes and kept walking, thinking that he would get annoyed and move on but that wasn't the case. Hey yelled: "Whore!", Filthy bitch!", and a lot more. She turned into a dark alley to avoid him, after a while some of those words really got to her. She stood in the alley for a couple of minutes before coming out on the other side. She came across a couple making out near a dumpster just outside the bar where Cooper would be performing, she didm't think anything of it until he saw who the guy was.

Cooper was macking on a real floozy, Max didn't know what to think of it, should she say something or just walk away? She cleared her throat several times before the woman looked up at her, she looked upset that someone was spying on her. She looked to Cooper who was irritated that she stopped, "Is she with you?"

"Max?"

"Have a good night, Cooper!", she turned and walked away. He didn't even run after her he just went back to making out. She felt like such an idiot, maybe that driver was still around, maybe her night wouldn't be a complete waste, at least she would get a few bucks out of it. It began to rain but she really didn't care about getting wet, she had her head down and her arms crossed. She was so busy pouting that she didn't notice a car following her. The window rolled down, "Do you need a ride?" asked Caroline.

Max didn't smile but she was feeling happy to see her, "Alright but it's 20 dollars the first hour." Caroline smiled, she stopped the car and let Max climb in. There was something about seeing Max wet that she liked, maybe it was those tight clothes.

"So, your place or mine?" Caroline joked. Max didn't say anything for a long time, "But seriously, where am I taking you?"

"I don't care. I can't go home though, that's for sure."

"Well, name a place and I'll gladly take you there."

"Shouldn't you be at that party?"

"This seems more important."

They ended up going back to Caroline's, Max could towel off and have some tea, "I'm not a tea person."

"Well I have coffee…" Max gave her a look that suggested she should know exactly what she was thinking without uttering a word. "I have some left over wine coolers at the bottom of the fridge. You can have one."

"Wow, Miss Channing, giving alcohol to a minor?"

"If that will get you off my case."

"You know it won't."

As Max strolled into the small kitchen, "Hey, save one of those for me!", Max bent over and Caroline got to see how well those tight jeans fit.

_"Just when I think I'm out…she pulls me back in!" _Max handed her a wine cooler, she didn't give her any smart remark. Caroline handed Max a towel.

"Sorry, I don't have any tops that will fit you but I do have some sweaters."

"I normally sleep in the nude if you don't mind", Caroline was speechless until Max tapped her on the shoulder, "I'm kidding." Caroline laughed, she was a little nervous about how far they were both taking this. She was going to head to bed but Max grabbed a hold of her arm. "It's Saturday night! It's not even midnight yet for fucks sake!"

"I don't know."

"You never even drank your wine cooler", she practically shoved the bottle in her mouth.

"Okay, but after this we go back to the whole student/teacher basis."

Max lifted an eyebrow, "You're not a teacher."

They sat on the couch and talked as they went through much more than just one wine cooler. Caroline was getting carries away she had to admit, she felt she had to keep a hold of herself around Max since she was now drunk and impressionable. "You got stood up tonight?"

"I wish. By the looks of things it looked like my date might have wanted me in a threesome." They both laughed, "She was dressed pretty slutty."

"Not classy like you", Caroline wasn't joking but it wasn't like Max could really tell at this point. She stood up and tried to twirl but was on the verge of falling over. Caroline went to catch her and almost fell over but managed to hold on to Max for support. "We should get you out of the rest of these wet clothes." Caroline felt herself drawn to Max's cleavage, she didn't have as much exposed as she did that first day of school.

"Are you looking down my shirt, Miss Channing?"

"My, this is certainly an improvement from what you wear to school but you always have to show off the goods don't you?"

"Everybody loves them."

"Well, I can honestly say that if mine were like that I guess I'd have them out for everyone to see." Max looked down at Caroline's smaller, perkier breasts that were covered up by her white top. Caroline held Max close to her, her breasts to her breasts to be exact, their nipples were almost touching through the wet fabric. Caroline moved Max's breasts back and forth with her own, Max gasped at the sensation of having her boobs shook like that. She laughed, "Miss Channing!"

"What?", Caroline did it again.

"Is this what you do in your spare time?"

"What, have breast wars with my friends?" They both laughed, "Now let's get you out of this before you catch a cold." Max's top was flung on the floor, her breasts were left bouncing in a flimsy looking black laced bra that looked like it would snap at any moment from the pressure. Caroline realized she was staring with her mouth hung open. She met eyes with Max, she was looking very energetic.

"I have an idea."

"Oh, and what might that be?"

"How about I give you a lap dance?"

Caroline couldn't help but smile at that thought, "Max, we could both get in a lot of trouble."

"Why? We're not in school. We're just having some fun" she got close to Caroline, swinging her hips in her direction. Caroline did have the instinct to get Max out of her pants.

Reluctantly, Caroline said, "Sure…let's see what you've got!" Max liked a challenge, she pushed Caroline onto the couch and she unzipped her pants with her ass looking skyward. Caroline fanned herself as it felt like someone adjusted her thermostat a little too high. Sweat formed on her forehead. Max slid out of her pants and tossed them to her. She saw that Max had black bottom that managed to leave some to the imagination. "I feel like I should be throwing money at you."

"Why aren't you?" Caroline got out a few dollar bills and tossed them like she was actually at a strip club. Max got dangerously close to sitting on Caroline's lap, she teased her. Caroline had her hands out, ready to grab but had to hold back, she knew this was wrong. "Seeing the boobs will cost a little more."

"I think I'm good, thanks" Caroline tried her best to pretend she wasn't interested.

Max sat down next to her, "So, do you think I'd make a good stripper?"

"Yes, but I wouldn't advise it as a stable career choice."

"Oh, you."

**More to come. If you have anything you want to happen let me know!**


	6. Chapter 6

**Caroline must face what happened with Max the night before.**

Caroline woke up to the sound of her own snoring, she felt awful, for a brief moment she couldn't even remember what happened. She knew she didn't end up going to that party, but what happened to change her mind? She reached an arm over to the other side of the bed, no one there but there was an article of clothing that certainly didn't belong to her. She felt the lacy material in her hands and brought it up to her face.

This was bigger than any of her tops, it was a 36DD bra and there was only one person she knew with a chest that big. Max crashed there last night but now it seems she left in a rush that morning and forgot something. _"And she didn't even make breakfast." _She wondered how Max could possibly forget this, it seemed impractical but then she remembered the kind of girl Max was. Her head was reeling she needed some coffee and a shower, then she would try to figure out how Max got out of this bra in the first place. She was about to go into the bathroom when she heard the shower running. _"She's still here?!" _Caroline felt like someone just punched her in the gut, there was no way this could get her into any more trouble. She had a student at her house who spent the night without parents or anyone knowing and now taking a shower. Lathering up… her naked, buxom body…Caroline needed to focus.

"Max?" she called. No answer. She knocked hard on the door and shouted her name. The running water stopped and in only a couple seconds Max's head poked out into the hall.

"Yes?" Before Caroline could get a word out Max saw the bra she was holding, "Oh, thanks!", she shut the door in her face and continued her shower. When she was finished and dried off she found Caroline still out in the hallway, she had her arms folded as she had one of Caroline's towels draped around her. "What's…up?"

"What happened last night and why are you here?"

"You mean you don't remember all of the stuff we did together?", Caroline felt her stomach knot, what did exactly happen, it was kind of a blur. Was her entire professional career over? "I'm kidding. I gave you a lap dance and you played with my tits!"

Caroline's eyes bulged, "I'm sorry, what?!"

"It's okay, we were both drunk."

"It's not okay!"

"Don't be so upset, Miss Channing, we just had a little girl time."

"No, Max, what we did wasn't appropriate! I should never have brought you here!"

Max put her hands on Caroline's shoulders and looked her straight into her deep ocean blue eyes. "Well, don't worry about it, no one's going to know, it's not like you'll get fired." Max's plump red lips looked very inviting that moment but Caroline needed to shake those feelings. "Okay? So I'll get out your hair. Thanks for a lovely evening."

"Did I really play with your…you know."

"I may have exaggerated that part a bit. But you were very frisky."

"And the lap dance?"

"You were a very generous tipper."

"Why did I find your bra in my bed?"

"I think I left it there to freak you out because I passed out on your couch."

"Oh…", she wasn't sure why but she felt a little disappointed nothing happened.

"Don't worry, homie, I've got you covered."

"So, first thing Monday, we'll just go back to the way things were?"

"Well, duh. What you think we're going to do this every weekend?" Max laughed, Caroline laughed a little too. She heard someone buzzing at her door. She went to go check to see who it could possibly be. She signalled Max to be quiet. She pressed to button on the intercom. "Who is it?"

"…Hey! It's David! Can I come up?"

Caroline couldn't believe it, "Umm…sure."

"Why did you invite him up for? Isn't he the english teacher?"

"Sorry, I panicked!", she needed a moment to think, "Go hide in the bathroom and I'll get rid of him!"

"Why the bathroom? Why not your bedroom? He might need to go in there!"

"Fine, anywhere! Just go, go!"

Max ran into Caroline's bedroom and slammed the door, which irritated Caroline but she had no time to scold her for it. She opened the door and greeted David, he seemed relieved to see her. "I was a little worried when you didn't respond to any of my texts, I tried calling you."

"I'm so sorry about that. I wasn't feeling very well, I thought I texted you but I must have fell asleep before I pressed send."

"Are you ok?"

"Yes, I'm sure it was nothing serious, i'm fine now. How was the party?"

"Well, not many people showed up, nothing really picked up, everyone left around 11."

"Oh, that's too bad, I would have loved to meet them."

"Don't worry, I'm sure you'll have another chance. Do you have plans today? I thought I could take you out for breakfast."

"I'd be up for that. Just wait here and I'll go fetch my purse." She had a fake smile glued on her face the entire time, dreading that Max would come out wearing just a towel. She peeked inside and whispered but when she opened the door a little wider all that was left behind by Max was the towel and her bra...

**More to come! Please review! Sexy times coming!**


	7. Chapter 7

**Caroline just can't stay away from Max. In this chapter she gets invited to one of Max's shows and things get a little out of hand! Please review! Don't forget to check out my other stories. I have a Suburgatory story that is a femslash called, "Playing Hard To Get", would love some reviews for that!**

Caroline was peeved that Max again left her with the bra. She kept it in her desk drawer, knowing perfectly well that Max would be coming to tease her further about it. She spent much of her Sunday with David and really enjoyed his company, it was a fresh change of pace but alas she couldn't get that girl off her mind. Why did she have to find Max so interesting? Why did she have to be at this school? Why did she? Maybe things would have been different. Maybe she could transfer to another school for next semester. Max would hopefully be done soon. Out of her hair. This little fantasy of hers would pass.

Max entered her office without even a knock on her door. She sat her lovely behind on her desk, on top of some papers. Caroline was quick to take her bra out of the desk drawer, she smiled smugly. "Aw, thank you!"

Caroline showed displeasure for Max sitting in her desk, she tried her best to act calm, "Max! Please get off of my desk!"

Max obliged but she didn't sit in the chair opposite her, instead she walked over to a new printer that wasn't there before. "How did they get a printer in here?"

"Max, would you please get to class?"

She ignored her and played around with the buttons, "Hey, have you ever scanned yourself on one of these?" Caroline walked over and took hold of her hands.

"Max, let's stop playing with the printer and go get an education today, okay?"

"How did it go with you two yesterday?"

"Let's just pretend nothing happened." Caroline guided her to the door, giving a gentle push forward. Max was out in the hall but had one last thing to say.

"Hey, I have a show tomorrow night. You should come."

"Max, it's a school night, how long will you be out?"

"Don't go all mom on me!"

"Why do you want me to go any way?"

"I don't know, I think you're kind of cool." She smiled a little, it was genuine, she actually was warming up to her.

"I'll think about it…okay?"

"Bring booze!", Caroline shut the door on her, when she was about to sit down she heard the crumpling of paper being squeezed under the door. She picked it up off the floor. It was a poster for Max's band. Playing tomorrow night at, opening for a band named The Stains at The Gutter. It all sounded so appealing.

Caroline couldn't believe what she was doing. She was actually going to see Max's band. She must have been out of her mind. Since she was going to be going to a shit hole, she thought she might as well dress the part. She wore an old black leather jacket she had and jeans. She didn't want to take her car down to that part of town so she took the bus. Hopefully there wouldn't be any more students she knew there besides Max, if not then things were going to get uncomfortable, not that it wasn't already.

She found herself in line of shady looking people, unsure if Max and her band were even inside yet. Maybe this was all a practical joke she was pulling, she had no band and she wasn't playing there tonight. She thought about turning and walking away but as the line got shorter she hesitated. A bouncer asked for her ID. She smiled widely as he looked at her very proper photo.

"You don't look like you belong here." he said, eying her up and down. He couldn't get over her perfect straight hair and perfect skin and completion. This was no place for a nice girl like her. "Are you sure you want to go in there?" She thought for a second then nodded. He stepped aside and let her pass. This place stunk. Stunk of drugs, sweat, mold, piss, other things unpleasant. It was packed shoulder to shoulder, she tried to get as close to the stage as she could. She saw instruments on the stage, band must have been in back. Getting a look at the crowd as she waited made her more nervous, these kids could be violent. Why didn't she take the time to think through her decision? If there was a fire she could be trampled. Looking down at the dirty concrete floor made her imagine what the bathrooms in this place would even be like. If there even were any. The stage lights came on and the opening band was announced.

Three girls walked out and one of them looked like Max, but looking very provocative. She was wearing a very revealing top. Her boobs were pushed up to make them look extra big and juicy. She wore tight black pants and sneakers. her hair was done up and she wore a lot of makeup. A ton of mascara. Caroline's jaw was hanging open. Max saw her from the stage as she was testing her mike. She smiled and winked at her. Once they were ready, Max introduced herself and the song.

"This song is for the hot blonde right over there!", she pointed Caroline out, everyone was looking her way. She looked around, smiling nervously. Of course Max would do that. She certainly had lungs for the music she sang even though Caroline could hardly make out a word of it. It was loud and there was hardly a good beat going on from the drum girl. The electric guitar sounded like it was being strangled. But Max looked so hot; even hotter when she tried to tune out the noise. She was so curvy and gorgeous, she caught herself cheering and jumping up and down like everyone else. Her heart was thumping and she felt goosebumps. She had never been more attracted to Max than she was at this moment. She was fantasizing about all the things she would do to her. Take her back to her place, maybe make out in one of the dirty bathroom stalls in this place. In the alley by a dumpster. Her panties were getting wet.

The song ended and Max threw an article of clothing at her, this was nothing new only what she caught in her hands was no bra, but a black thong. Max winked and waved her over. "Come with me!", she yelled over the crowd, she took Caroline's hand and led her backstage. "That's the most people I've ever played for, this is amazing!" All Caroline could think about was what she wanted…hell, what she had to do because she might not have another chance. "Miss Channing?"

Caroline grabbed Max and pulled her into her for a kiss, right on the lips. Max was shocked, "Miss Channing?" Caroline kissed her again, harder and longer this time. Tightening her grip. Max let go, put her guard down and slipped her fingers through Caroline's long strands of hair. "Your place or mine?", Max managed to get out in a whisper.

**More to come, things get steamy!**


	8. Chapter 8

**Max and Caroline have a wild night together!**

Caroline hailed a cab with Max by her side. Max couldn't keep her hands off of her after that quick decision she made backstage. The kiss was hot, red hot and both were glad to have done it. They kissed in the back of their cab, mid conversation with the driver, giving Caroline's address. Max was so aroused by the way Caroline's hands grouped her, she held the back of Caroline's head as her tongue swam around in her mouth. They knew that when the cab got to her house that the party was only beginning.

Caroline paid the driver who was an older man who looked at them perversely, probably on the verge of asking if he could join in but went on his way after watching the two run up the apartment steps. They kicked off their shoes and went straight to the bedroom. Max pushed Caroline on to the bed. "Wait until I get my jacket off!", she laughed.

"I can't wait any longer!" Max lifted up her shirt, revealing a red bra that reminded Caroline of the dream she had before where Max was in a silk robe. Max struggled to get her bra off, forcing Caroline to assist her; she had been waiting to get a good look at these. Max certainly had an amazing body and it was high time she got to see all of it, no matter how wrong the situation seemed. She finally got the stupid snap undone, the bra practically catapulted at there face. Two of the nicest tits appeared. Max pushed Caroline on the bed once more and got on top of her. She put her boobs right in her councillor's face. Caroline motor boated them, licked them and everything she imagined she would want to do. Max moaned loudly as the blonde sucked on her nipples. Panties were off next. Max got Caroline out of her jeans and bra. She returned the favour in breast sucking. "Oh, Max…" She stopped to look at her, "Why did you stop?"

"I'm just letting all of this sink in", she laughed.

"Have you ever been with a girl before?"

"No. But this was something I was wishing to get to try."

"Me too. I bet you were hoping to do this with someone else."

"No way. This is way hotter." She kissed her again, more forceful, smashing her plump lips into hers. Caroline flipped her over and got on top, she knew she could take her. Exploring her body was like heaven, this was better than sleeping with any man from her past. Max had really only slept with one boy but this was in deed an improvement. Caroline was nervous about going down on her so she aligned her wet pussy with Max's and tried humping it. It felt good, both of them were cumin together. Max slid a finger into Caroline's slit, this was the best thing she could have done for her, she enjoyed the faces she was making. Caroline again returned the favour. They were both horny and sweating, the bed's springs creaked, the headboard slammed against the wall harder and harder. Caroline was almost certain they broke something. They climaxed, Caroline shouting out Max's name.

They lied on their sides facing each other. Caroline squeezed one of Max's beautiful boobs.

"You love sucking on my tits don't you, Miss Channing?", Max chimed in after a few moments of silence.

"You have an amazing body, Max."

Max felt up Caroline's thigh. "You're really hot. This was awesome. Do you think…that maybe we could do this again soon?"

Reality was rushing back, Caroline wasn't sure this could continue, "I'm not too sure…"

"Was this just a one time thing?"

"No. I've…I've been having feelings for you…I tried so hard not to do this…"

"I've had the hots for you for a while. I had no idea you wanted me…if I knew this I would have bugged you ten times more at your office."

"I'm just not sure it would be appropriate…you are a student."

"Not for much longer. My grades are getting better."

"Really?"

"Yeah, I'm getting Cs."

"Well, that is an improvement I guess."

"When I graduate then I can move in with you."

"Move in?…", now Caroline really wasn't sure about this."That might not be a good idea, Max. We should keep low for a while."

Max sighed, "Fine", she rolled over, her back to her.

"Goodnight, Max."

Max yawned, "Goodnight, Caroline."

**Please review! Hopefully get another one written soon.**


	9. Chapter 9

**Sorry for the hiatus. Thank you for the reviews! Caroline tries to keep Max at distance after their night together.**

Saying it was awkward to go back to work the next day was an understatement. Max wanted to skip so they could spend the day together but Caroline knew that was a bad idea. She was beginning to wonder if the night they spent together was the right choice; she loved sex with Max and cared about her but she needed to be careful, her job was on the line after all and slipping up and someone finding out would be bad for both of them.

Max disappeared from Caroline's apartment, joking first that maybe she should wear a disguise. Caroline thought that wouldn't be such a bad idea but Max was already out the door. Surprisingly she didn't leave her any underwear this time.

She kept her distance at school, Caroline stayed in her office most of the day, Max didn't even come check up on her. Hopefully Max was giving her space and not feeling second thoughts as well, she really wanted to make this work. Around second last period, Caroline began receiving texts from Max, which was odd because she wasn't sure how she got her number.

_**I'm horny! **_read Max's first text. Caroline didn't reply of course, she knew Max was in her Geography class and probably bored but she didn't want to keep any kind of conversation going, she would likely get fed up with her non response and hopefully put her phone away and learn.

_**I want to do so many nasty things to you!**_

Caroline was intrigued but still didn't respond.

_**Are you ignoring me? What are you doing?**_

1 minute later.

_**Are you thinking about me?**_

2 minutes later.

_**Come on, girl, what r u doing?**_

5 minutes later.

_**Are you cheating on me? Is your boy, David there?**_

A good 20 minutes went by and Caroline decided that Max finally gave up but then her phone began receiving a picture. When it was ready to show her she almost screamed. Max's trimmed pussy, a very revealing close up pic and another of her lifting her shirt up in what looked like the girl's bathroom with her tongue stuck out. She was posing in front of the mirror, unaware that another student was there giving her a dirty look in the background. Caroline was shocked but also felt like laughing.

_**BAD GIRL! Get back to class! **_Caroline texted.

_**Nice to see you're still alive! **_Max texted back.

_**I've got a special surprise for you after school.**_

Caroline couldn't handle any more surprises, whatever Max had in store for her would have to wait.

_**Stay in your office and don't go anywhere! **_Max texted

_**If you say no, I'll contact Dateline NBC on you!**_

She knew Max had to be joking, or at least really hoped she was. She deleted the conversation right away. She thought she would try to sneak out 10 minutes early to avoid her, maybe text her about meeting that weekend. Just as she was packing up her door opened up. "Max?"

"You weren't leaving without saying goodbye were you?"

Max was wearing what looked like an expensive black leather trench coat but realized it wasn't real leather. She was about to tell Max to get lost but then she opened up her coat, revealing some very erotic looking under garments. Caroline fell back into her chair. "Max…where did you get that?"

"These old things?…I stopped by the mall at lunch and picked it up along with the coat. I thought you'd like it."

"But, Max, you can't be doing this in here!"

"Just relax" Max sat on Caroline's lap, facing her. Caroline was really digging it, the danger of getting caught with a student was getting her aroused at just how wrong it all was. "Remember when I was at your apartment for the first time and I gave you a little dance?"

"Vaguley…"

Max smiled and gave her a lap dance, she shook her lucious booty in her face, Caroline was hesitant to touch it, "Come on! Grab it!" Caroline took a hold with one hand, squeezing and making Max laugh. "I told you this was a good idea!" Max sat back on her lap facing her.

Caroline stroked Max's hair, "Well, I guess I can't know everything, can I?"

She kissed her deeply, both knew this would be happening a lot more often.

**Will they live happily ever after? Find out soon.**


	10. Chapter 10

**Sorry for the wait! I will get a longer chapter out soon so you will see how their relationship will continue. Thank you for reviews so far! I am thinking of doing a story based off of the Carrie remake starring Chloe Grace Moretz, let me know what you think about that.**

"I wanted to talk to you about Max Black", Principal Johnson had only been background noise the past several months as Caroline fantasized about the young girl. It had only been 2 days since she received a lap dance and 1 day since she received flowers at her apartment. How long could they keep this up? "Has she been coming to visit you?"

Caroline needed to think very carefully before answering, "Um…yes, she has been coming by my office frequently."

"She had been missing class time, but now it seems she has been getting perfect attendance, even doing her work. What's your secret?"

"Well, sir…it took a while but I eventually found a way to reach her…apparently we have a lot in common."

"She's still in danger of not graduating. She has to pull her grades up to at least a C in biology, Gym and English studies."

"I'm sure I can persuade her, Principal Johnson", she said with a sly smile. Caroline knew she would be seeing Max after school and knew a thing or two needed to get her in the right state of mind.

"I hate those classes though!", said Max, bent over the desk, ready to receive a spanking.

"Come on,Max, I know you can do this!", she said, sliding Max's jeans down around her ankles.

"P.E. is bullshit!"

Caroline applied a swift open hand to her left cheek, "I don't want to hear it!"

Max squirmed, "You took that class, right? Are you telling me you never skipped?"

"No, I'm not telling you that", she swatted her right cheek. "But if you want to spend more time with me…maybe you should pay more attention to your studies. A little running wouldn't hurt you."

"Calling me fat?"

"What? No, but you have a nice, fat ass though." She kissed the red mark left by her hand, onto her left cheek.

"It's what makes me ghetto", Max laughed.

"Just do it for me."

"I guess I can do that."

"You better. If you want to move in with me in the future, I suggest you listen."

"Okay."

A knock came at the door when Caroline was ready to give Max another slap. She helped Max put her pants back on. "Can we talk later?"

"We'll see", Caroline kissed her gently. Max opened the door and a girl about her age with big glasses entered.

"Can we talk, Miss Channing? I'm sorry…you're probably about to leave."

Caroline exchanged a look with Max and then smiled at the girl, "No, it's fine. I've got plenty of time." Max closed the door behind her. Caroline was forced to sit with many of the other students that were hardly on her mind. "So, what can I do for you…"

"Penny."

"Right. Penny. What can I do for you?"

"I feel weird talking about this."

"Well, don't you worry, whatever it is you're going through, I can assure you that almost everyone has already gone through it before."

"This has nothing to do with me. It's someone else…she's not my friend but I do worry."

"Is this girl into something she shouldn't be?"

"Yes. She brags all the time with her friends and word has gotten around about it."

"This sounds serious. What has she been bragging about?"

"About an adult giving her things." When she said this, Caroline's stomach churned, she could feel her knees getting weak. Could she be talking about Max? "I think she's getting beer and drugs."

"This is serious", Caroline gulped.

"Yes and I think she's dating this person."

"How old do you think the adult is?"

"Older. Maybe 30."

_Hey!_

"And who is the student?"

"…Max Black…"

**What will happen next?...**


	11. Chapter 11

**Sorry for the wait! Max and Caroline try to figure out what they should do next. Thank you for the reviews!**

Caroline was on the verge of a panic attack. She told the girl not to worry about it and of course if she talked to anyone else about this. She hadn't. She wanted to rush back to her apartment. Just be far away from the school. Tell Max not to come visit her. Pretend their little love fest never happened and go back to the way everything started.

Of course, Max was waiting for her back at her apartment. She was sitting on the front steps. Caroline drove up to her. She looked scared.

"What's wrong?", Max asked as she walked up to her.

"Max, we need to talk."

Once they got into her apartment they sat down on the couch. Max tried putting the moves on her but she found herself pushed back. "This is important, Max. We could both be in a lot of trouble!"

"I know, it's so hot."

"Not what I meant."

"What's up with you? Is it something that girl told you?…Oh my God are you cheating on me?"

Caroline rolled her eyes, "Max, please!"

"She knows doesn't she?"

"She knows you're seeing someone older. Way older than me."

"Really? Aren't you 35?", Max teased.

"Did you tell your friends I bought you stuff like beer?"

"Come on, they think you're cool."

"Max you can't tell anyone else about us."

"I haven't. No one knows it's you. They likely think I've got a sugar daddy."

"That really isn't the best image for you."

"Don't worry."

"But what if that girl…starts snooping?"

"I guess we'll have to kill her." Max said this without any playful tone.

"That's not funny, Max!"

"Let's run away together."

Caroline wasn't sure if this was a joke either, "W-what?"

"Why not?"

"I have a job."

"You love me, don't you?"

"You know I do…"

Max slid her fingers through her hair. "We could move to a new town together. Where no one will know us."

"I don't know…I need time to think about it. I know you want to move in with me but we should wait until after you graduate."

Max sighed, "You really want me to don't you?"

Caroline pecked her lips. "Well, I didn't just come over here for you. I need to bake some cupcakes for home ec."

"What? I don't know if I have stuff for that. When are they due?"

"Tomorrow."

"WHAT!? Max!"

Max pulled her off of the couch, "Come on."

Max rummaged through the cabinets. "Max, why didn't you tell me about this earlier?"

"Because Miss Camden reminded me this morning. Don't you have any bowls?"

"I just wish you would have told me. I don't even think I have enough flour or food colouring…"

Max managed to find almost everything needed, "Wow, I hate to be the one who has to clean up after this." Caroline glared at her. "Come on, you know I'm kidding." They managed to make the cupcakes from scratch though Caroline ended up doing most of the work while Max played around. She 'accidentally' spilled flour on Caroline's shirt and helped her out of it.

"Max, don't waste any!", she sprinkled icing sugar down Max's cleavage. Max threw her top off. She teased Caroline, taking off her bra but covering up with one arm. Caroline got out of her bra and Max moved in for a kiss but instead crashed her breasts into Caroline's, their erect nipples grazing over top of each others. Max's boobs devoured Caroline's, pushing hard against her, Max was in control. Caroline groaned and squirmed, Max's arms were like tight ropes around her.

"Can't get away from me, can you, Miss Channing?"

"No, Miss Black. I could but I don't want to." She tasted her sweet lips, eyes closed, unaware that the door was open a crack for anyone out in the hallway to see. At that moment, neither could hear David's creaking footsteps, only seconds away from discovering them.

**Next chapter will be soon!**


	12. Chapter 12

**New chapter! A little drama in this one, let me know what you think!**

"No, Max!", Caroline argued.

"Come on, it will be fun."

"If I put it on them, there won't be any left for the cupcakes!"

Max really wanted her to put the frosting on her boobs and lick it off; Caroline did have a point though, if she tried to cover Max's boobs there would be almost nothing to spread on the cupcakes.

"Fine", Max made a trail of frosting on her bare breasts to her stomach. Caroline was more than happy to oblige to her demands now, she just needed to remember the cupcakes would need to be taken out soon. "Yeah, you like that don't you, girl?" Caroline was sucking the sweet, pink frosting off one of Max's nipples. She did enjoy Max's boobs, something she never thought she would be so obsessed with. She got on her knees, licking her stomach. "I think the cupcakes are done."

"Well, then you better get them out", Caroline smiled. Max put the pan of cupcakes on the top of the stove to cool. Caroline continued to mack on until something disturbed Max.

"Was your door always opened?"

Caroline stood up and saw the door was partially open, almost halfway, "Shit!" She ran in a panic, pushing her body into the door and putting the chain lock on. "Do you think someone saw us?"

"If it was that little bitch then I think we should kill her."

"Relax, no one who's been to this building knows you're a student at my school."

"What about David?" Caroline could feel a pain in her chest, he was the only one other than Max to be in the building that she knew of. "If he saw us he'll want a threesome or if he goes to tell we can bribe him with one."

"He won't blab…I hope."

"You'll have to do something. Like it wasn't what it looked like."

"What so we were just baking naked in my kitchen?"

"We were having a food fight and we didn't want to get our clothes dirty." Caroline sighed and rolled her eyes, "Try and have an imagination." Caroline needed to sit down, she didn't want to think about all the negative possibilities. "Maybe he didn't know it was me you were with. All that's going to happen is love boy gets crushed. It happens."

Caroline wasn't so sure, David might go to someone about this or maybe even blackmail her or something. For all she knew that girl, Maggie or Meghan went to him, she could be a student in his class and the two could conspire against her. She wanted to call him but decided it was a bad idea. She texted him to ask what he was up to but he didn't respond.

"See, his heart's broken. He'll move on."

Caroline wanted to be alone and told Max she would see her at school. She couldn't keep still that night, tossing and turning, this whole secret relationship wasn't all it seemed cracked up to be. At school she found out Max received an A for her cupcakes and she received another surprise. David came to visit her in her office unannounced.

"Caroline, do you have a minute?"

She was trembling, pretending to act pleased to see him. "W-what can I do for you?"

He was quiet for a moment, "I went to your apartment yesterday…someone let me through the main entrance and I really wanted to see you."

"Oh, you didn't come in did you? My place was a mess and…"

"Caroline, I saw you with Max Black."

Now she was quiet, not sure how to get out of this."

"Caroline…"

"I know David, I know, she's a student."

"What were you thinking?"

"I wasn't thinking…" she looked down at her desk, "Are you going to turn me in?"

"That depends…"

Caroline was almost going to say: 'Threesome?', who knows, it could have broken the tension.

"Do you love her?"

She looked at David in the eye, not sure what he was saying. "What?"

"Or is this just some one time thing?"

"No…I do love her, David. I'm sorry."

"Were you seeing her while we were going out?"

She nodded. He started to leave the room, not saying a word, she meant to call out to him but just sat there and watched.

**Please leave a review!**


	13. Chapter 13

**Caroline helps Max study to get her mind off things.**

"Let's kill him", Max said as she curled up on Caroline's couch.

"Max, I don't know what to do. If he goes to Principal Johnson…"

"That won't happen, babe."

Caroline was surprised, "Babe?"

"What, I'm not allowed to start calling you that?"

"No, it just sounded a bit off coming from you."

"I know someone who can get me a gun. I can get to him before he rats."

Caroline giggled, "No, Max."

"At least I got you smiling", she leaned in and stole a kiss from her.

"You need to study! You have a test and you really need to pass this one." Max groaned and lied on the opposite side of the couch, covering her face. "It's biology!"

"I know! It's so boring!"

"Max, let me help you, please."

"I'll never pass that…it's impossible."

"No, it's not, now come on", she pulled her up to face her. "I think I know how to make you concentrate."

"Really? How? You gonna strip for me?"

"Well…"

"Really?"

"I have a better idea. When I ask you a question and you get it right, I take off a piece of clothing but if you get one wrong, I put that piece back on. If you get two wrong then you take something off."

"Miss Channing, you're so bad. I love it!"

Caroline smiled and held up the biology book to read. "Okay, Max, first question...Max groaned and struggled to sit up straight, "What are the three main groups that mammals are divided into?" Max rolled her eyes. "Okay, next one will be easier…True or false…"

"False!"

"Max, let me finish!"

"True!"

"True or false, all mammals have a placenta." Max really didn't have a clue, "Come on, Max, think. You should know this."

"Fine, true…"

"Sorry, Max, that's incorrect so you know what that means."

Max removed her shirt, Caroline was anxious to get her out of that red bra she was wearing. "Now, I know you can do this…"What is the name of the pigmented son surrounding the nipple?"

Max looked up at the ceiling fan and then back to Caroline in a eureka moment, "Areola!"

"That's right!", Caroline slipped out of her top, a pink bra underneath. "Now, what is epidermis?"

"Hair!"

"No, Max, it's skin, but close", she started to button up her blouse, Max sighed. "What do you call…"

"Oh, forget it!", Max unhooked her bra and let her boobs free. Caroline eyed the perfect erect nipples.

"Fuck it!", Caroline flung herself at Max and started making out. It was hard to keep their little game going, a bit too distracting to study when their affair was on the verge of being discovered. It was very hot.

Caroline lied on top of Max on the couch after they had exhausted their desires, "Don't worry about David. I'll think of something. Just leave it to me." She stroked Caroline's hair.

"You're not thinking of hurting him are you?"

"No, of corse not…unless you want me to."

"No." Caroline was worried. But Maybe David wouldn't do anything. She felt bad about lying to him but now she was worried about getting caught and what would happen to her for her behaviour. Max was a good kid, she just needed help. A lot of help with school. Even if they did move in together, what would they do? What job would Max even be good for? What future would they have?

**Sorry that this chapter was a bit short. Thinking of ending the story soon with a satisfying conclusion. I will write another Max/Caroline soon after this one wraps though.**


	14. Chapter 14

**This will be the last chapter for this story. Thank you for reading, tell me what you think. I will be writing another Max/Caroline story, something erotic. If you have any ideas you can PM me or leave a comment.**

Max was surprised to get her test back and discovered a B+. Normally at times like these it would be a mistake and she got someone else's test back by mistake but that was her shitty handwriting and her name written at the top. She was so distracted with it while walking out of class that she bumped into someone and dropped it. She needed to get it back to show Caroline, she would never believe it. But before she could bend down to get it, the person she bumped into leaned over and retrieved it for her. She almost said thank you but then noticed it was David, she could see the envy in his eyes. She felt a little guilty, what could she say to him? 'Sorry for stealing your woman?', no because Caroline was obviously hers not his from the start.

"That's a good grade for you, isn't it?", he said straightly; it bugged her how little to no emotion he was showing. She decided to do the same, she frowned and took the paper from him. "You just might graduate this year, Max."

"You'd like that wouldn't you?"

"What does she see in you?"

"A lot more than you, that's for sure."

"Are you bribing her with something?"

"Can't you just accept that she chose me over you or is that too difficult for you?"

"I worry about her. I don't like the people you hangout with. They're dangerous."

"Well, she has me, dude, so you have nothing to worry your pretty little head." She brushed past him with her head held high; she was hoping to throw a punch in this chump's face but decided to go the high road.

_2 Hours Later..._

"Max, why did you want to meet me in a broom closet?" Standing in the dark broom closet, Max held up the test and Caroline spotted the red penned 'B+'. "Max! You did it!" She remembered where she was and spoke quieter, "But why the broom closet?"

"Because, it's a way hotter place to make out in."

"Oh, right."

She held Max close and began making out with her, running her fingers through the young pupil's hair, unhooking her bra. "Hey, not so fast."

"What?"

"You're not getting me out of my clothes that easy. I want to be taken out to dinner first for a job well done."

"A dinner? Like out in public?"

"Are you ashamed of me?"

"No! Of course not!"

"I'm kidding. But yeah, I'd like to go some place fancy with you."

"Really?"

"It doesn't have to be too expensive."

"I think there is a place we can go…we just need to be careful…"

"I know…oh yeah, I ran in to boy toy."

"WHAT?"

"Yeah, he's super jealous."

"What did he say?"

"He doesn't know what you see in me."

Caroline giggled, "He had his glasses on, right?"

"Do I have that much to really offer you?"

"Oh, yeah, a lot more." Caroline held tightly on to Max's ass and kissed her.

Caroline did manage to find a new restaurant in town that nobody she knew went to. Max actually dressed up, nothing overly fancy, just a black skirt and blouse that showed off a lot of cleavage. "Max, you look stunning."

"Oh, please…go on" Max wanted the most expensive thing on the menu but Caroline talked her out of it, she did order some wine. Then Max dropped a bombshell, "My band is going on tour."

"When?"

"After graduation. Do you want to come with me?"

"Well…I suppose I could…"

"I'm never coming back."

"Are you serious?" She nodded. "That's a huge decision, Max…I don't know if I could…"

"Do you love me?"

"Yes, I do love you but this is difficult."

"Well, maybe I can change your mind", Caroline watched as Max ducked under the table, she had no idea what she was up to until she felt her hands on her belt.

"No, Max, not here…" But it was too late, Max pulled down her white panties and got to licking. Caroline struggled to contain herself, a waiter came by noticing she looked distressed. "I..I'm fine…really…" She was having an orgasm and really didn't want to attract any more attention. Sweat was dripping down her forehead, this was getting good she had to admit. She made a few audible gasps and finally Max came back up to see the satisfied look on her face.

"So?"

"Okay…I'll go with you."

It finally came to the end of the year and Max got her diploma. Caroline was confronted by David one last time, he said he wouldn't tell anyone but he just wished she told him about it. On their last night before hitting the road they spent the night in Caroline's apartment.

"I'm so proud of you", Caroline said, her arm around Max's shoulder.

"I can't believe you're really coming with me."

"I can't let my girl leave without me", she smiled.

"What did David tell you?"

"He said that he'll be waiting for when I ditch you."

"What a douche", Max laughed.

"Yeah, he really is", Caroline laughed out loud, "Any thoughts on what's going to happen after the band tour?"

"Well, I'm pretty good t baking cupcakes, maybe I could open up a shop."

"You opening a cupcake shop? I could see it."

The two embraced and Max quickly got Caroline out of her top.

**The End.**


End file.
